Bio-Key Intl Inc SEC Filings

BIO-key International (BKYI)180-day period—until May 4, 2026—to regain compliance with Nasdaq’s $1.00 minimum bid price requirement under Rule 5550(a)(2).

Nasdaq’s determination was based on the company meeting the market value of publicly held shares requirement and all other initial listing standards, except the bid price, and on BIO-key’s written intent to cure the deficiency, including by effecting a reverse stock split if necessary. If the stock closes at or above $1.00 for at least 10 consecutive business days within the new compliance window, the matter will be closed; otherwise, Nasdaq may move to delist, subject to BIO-key’s right to appeal.

BIO-key International (BKYI) entered a financing and debt-exchange transaction. An existing investor exercised warrants covering 3,091,668 shares after the exercise price was reduced from $2.15 to $1.02 per share. In connection, the investor paid $0.25 per existing warrant and received new unregistered warrants for up to 6,183,336 shares, exercisable immediately at $1.02 and expiring five years from issuance, with a 4.99% beneficial ownership cap. The company will file a resale registration statement and seek effectiveness within 90 days.

The transaction delivered approximately $3.1 million in gross proceeds before a 6.0% placement fee to Maxim Group and expenses. BIO-key plans to use net proceeds for working capital and general corporate purposes, including partial repayment of a secured note. Separately, the company exchanged $327,991 in partitioned note principal for 429,027 shares, resulting in the original secured promissory note being paid in full.

BIO-key International, Inc. entered into a $1,130,000 senior secured promissory note with Streeterville Capital on September 30, 2025, which carried an original issue discount of $125,000 and transaction costs of $5,000, resulting in $1,000,000 funded at closing to be used for general working capital. The Note matures in 18 months and accrues interest at 9% per annum.

The Note is secured by a lien on substantially all assets, permits prepayment without penalty, and requires a mandatory prepayment equal to the lesser of 40% of amounts raised in future financings or the full outstanding Note. Beginning six months after issuance the lender may redeem up to $135,000 per month; if monthly reductions fall short, the company must pay the shortfall plus a 7% exit fee or the outstanding balance will automatically increase by 1%. Events of default allow the lender to increase interest to up to 22% and impose additional default charges up to 25%. The Note also contains covenants requiring timely SEC filings and maintenance of the Nasdaq listing.

Michael DePasquale, Chief Executive Officer and Director of Bio-Key International, Inc. (BKYI), amended a Form 4 to report two small open-market purchases. The filing shows purchases of 2,500 shares on 09/15/2025 at $0.75 and 1,617 shares on 09/16/2025 at $0.84, increasing his direct beneficial ownership to 102,775 shares. The amendment clarifies that this total excludes previously reported options to purchase 232 shares and warrants for 9,167 shares that were included in an earlier Form 4 filed the same day. The form is signed by Mr. DePasquale on 09/17/2025 and indicates the filing is by one reporting person.

Michael DePasquale, Chief Executive Officer and Director of Bio-Key International, Inc. (BKYI), reported two open-market purchases of the company's common stock. On 09/15/2025 he purchased 2,500 shares at $0.75 per share and on 09/16/2025 he purchased 1,617 shares at $0.84 per share. Following these transactions he beneficially owned 112,174 shares directly. The filing notes that reported holdings exclude options to purchase 232 shares and warrants exercisable into 9,167 shares. The Form 4 is signed and dated 09/17/2025.

Insider equity grant reported for BIO-key International, Inc. (BKYI). Cecilia C. Welch, the company's Chief Financial Officer and a director, was granted 35,000 restricted shares on 09/02/2025 at no cash price. The restricted stock vests in three equal annual installments on each anniversary of the grant date, subject to Ms. Welch's continued employment or service. Following the grant, Ms. Welch beneficially owns 59,396 shares, excluding an option to purchase 174 shares. The Form 4 is signed by Ms. Welch on 09/03/2025 and discloses the grant under the issuer's 2023 Stock Incentive Plan, as amended.

James D. Sullivan, a director and the Chief Legal Officer and SVP Strategy & Compliance of BIO-key International, Inc. (BKYI), reported a non‑derivative acquisition on 09/02/2025. He was granted 40,000 restricted shares under the company’s 2023 Stock Incentive Plan at a reported price of $0. Those restricted shares vest in three equal annual installments over the next three anniversaries of the grant date, subject to continued service. After the grant, Sullivan beneficially owns 94,851 shares (not including options to purchase 174 shares). The Form 4 was signed on 09/03/2025.

Mira LaCous, Chief Technology Officer of BIO-key International, Inc. (BKYI), was granted 25,000 restricted shares on 09/02/2025 under the company’s 2023 Stock Incentive Plan. The restricted shares vest in three equal annual installments on each of the next three anniversaries of the grant date, subject to her continued employment or service. The grant price is $0. Following the grant, Ms. LaCous beneficially owns 35,758 shares (this total excludes options to purchase 87 shares). The Form 4 was signed on 09/03/2025.

Bio-key International reported a grant of 45,000 restricted shares to Michael DePasquale, who serves as Chief Executive Officer and a director. The shares were awarded under the company's 2023 Stock Incentive Plan and vest in three equal annual installments over the next three anniversaries of the grant date, subject to continued service. Following the grant, the reporting person’s beneficial ownership is reported as 98,658 common shares; this total excludes options to purchase 232 shares.